Exhibit 10.2
Black Hills
Corporation
Omnibus Incentive Compensation Plan
Restricted Stock Award Agreement
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Congratulations on your selection
as a Participant of Black Hills Corporation Omnibus Incentive
Compensation Plan (the “Plan”). This Agreement and the
Plan together govern your rights under the Plan and set forth all
of the conditions and limitations affecting such rights. Terms used
in this Agreement that are defined in the Plan shall have the
meanings ascribed to them in the Plan. If there is any
inconsistency between the terms of this Agreement and the terms of
the Plan, the Plan’s terms shall supersede and replace the
conflicting terms of this Agreement.
Overview of
Your Award
1.
Number of Restricted Shares Granted.
____ Shares
2.
Date of Grant .
__________
3.
Date of Lapse of Restrictions .
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4.
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Employment by the
Company . This Restricted
Stock is awarded on the condition that the Participant remain in
the employ of Black Hills Corporation (the “Company”)
from the Date of Grant through (and including) the Dates of Lapse
of Restrictions. The Award of this Restricted Stock, however, shall
not impose upon the Company any obligations to retain the
Participant in its employ for any given period or upon any specific
terms of employment.
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5.
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Certificate Legend
. Shares of Restricted Stock granted
pursuant to the Plan shall be held by the Company in book entry
form and shall be designated to have the following
legend:
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“The sale
or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer set forth in
the Black Hills Corporation Omnibus Incentive Compensation Plan and
in a Restricted Stock Award Agreement. A copy of the Plan and such
Restricted Stock Agreement may be obtained from the Secretary of
Black Hills Corporation.”
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6.
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Removal of
Restrictions . Except as
otherwise provided in the Plan, each of the Shares of Restricted
Stock granted under this Agreement shall become freely transferable
by the Participant on each of the “Dates of Lapse of
Restrictions” set forth on Paragraph 3 herein.
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Once the shares
are released from the restrictions, the Participant shall be
entitled to receive certificates representing the Shares of stock
which have been vested, without the restrictive legend required by
Paragraph 5 of this Agreement.
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Notwithstanding
the terms of this Agreement, no stock shall be issued by the
Corporation while its stock transfer books are closed.
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7.
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Voting Rights and
Dividends . During the
Period of Restriction, the Participant may exercise full voting
rights and is entitled to receive all dividends and other
distributions paid with respect to the Shares of Restricted Stock
while they are held. If any such dividends or distributions are
paid in shares of Common Stock of the Company, the Shares shall be
subject to the same restrictions on transferability as the Shares
of Restricted Stock with respect to which they were
paid.
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8.
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Termination of Employment By
Reasons of Death, Disability, Retirement, and Vesting in Connection
with a Change in Control . In the event the Participant’s
employment is terminated by reason of Death, Disability,
Retirement, or in the event of a Change in Control prior to the
Dates of Lapse of Restrictions, all Shares of Restricted Stock then
outstanding shall immediately vest one hundred percent (100%), and
as soon as is administratively practicable, the stock certificates
representing the Shares of Restricted Stock without any
restrictions or legend thereon, shall be delivered to the
Participant’s beneficiary or estate.
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9.
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Beneficiary
Designation . The
Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to
whom any benefit under this Agreement is to be paid in case of his
or her death prior to the Dates of Lapse of Restrictions. Each such
designation shall revoke all prior designations by the Participant,
shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company
during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s
death shall be paid to the Participant’s estate.
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10.
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Termination of Employment for
Other Reasons . In
th
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